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EN_Tipco_Annual Report 2014

TIPCO FOODS PUBLIC COMPANY LIMITED PAGE 082/ 083 Corporate Secretary Mr. Phicharn Sluckpetch was appointed as corporate secretary on 25 March 2004 according to the resolution of the Board of Directors. The Company has assigned individual possessing suitable qualifications and experience to assume the duties of corporate secretary. The requisite qualifications and responsibilities of this position are: Qualifications Bachelor’s Degree (in Accounting or Law) Knowledge of legal principles and requirements related to the Company and the SEC Good interpersonal and communication skills Previous experience in this position Knowledge of good corporate governance Responsibilities Oversee operations related to the meetings of the Board of Directors, the Audit Committee and the Nomination and Remuneration Subcommittee, including the shareholders’ meeting. Prepare and retain minutes of the Board of Directors meetings. Oversee the disclosure of information and reporting in accordance with the law, relevant regulations and the good corporate governance principle. Provide preliminary recommendations and advice on legal issues, operating procedures and good corporate governance practices for the Board of Directors. Circulate resolutions and policies of the Board of Directors to relevant parties as well as follow up on progress and report the progress to the Board of Directors. Communicate with and provide for directors information concerning the Company’s business. Arrange orientation sessions for new directors and provides support for continuous development of directors. Coordinate matters with external consultants such as legal counsel. Remuneration of Directors and Executives The Company has defined a clear and transparent policy on directors’ remuneration. The remuneration is within a suitable range of the industry standard and the market average as well as approved by the shareholders. Directors serving in the Audit Committee have received additional remuneration commensurate with their wider scope of responsibilities. The remuneration of the Managing Director and employees is based on their individual performance and reviewed by the Nomination and Remuneration Subcommittee. To ensure the transparency and clarity, policies and principles related to remuneration of the Managing Director and senior executives were proposed to shareholders for their consideration at the Annual General


EN_Tipco_Annual Report 2014
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